General Conditions of Contract and Supply

Validity of these terms

The general terms of our quotations are a constituent part of each contract between HEULE and the purchaser. All possible changes are only valid if agreed in writing.

Our quotations are subject to being sold and will only take effect with our written order confirmation. We supply only on the following conditions: The stated prices are based on the present-day wages, costs for energy resources and raw materials, exchange rates and transportation costs. In case of considerable changes to these factors we reserve the right to adapt our prices. This will also apply to repeat orders or in case of continuous call orders every 120 days after starting with the first shipment. Orders with delivery times of six months or more are always subject to price review.

Delivery terms other than the ones stated, need our written confirmation to be valid. Payment and delivery terms noted or printed on our customers order sheets differing from our terms are only valid if we explicitly acknowledge them with a written confirmation.

All purchase orders must be in writing (by fax, mail or Email). We do not accept phone orders.

Should a provision of these general conditions of supply prove to be wholly or partly invalid, the parties to the contract shall jointly seek an arrangement having a legal and economic effect, which will be as similar as possible to the invalid provision.

Technical documents

Unless otherwise agreed upon, brochures and catalogues are not binding. Data provided for in technical documents is only binding in so far as having been expressly stipulated as such.

Each party to the contract retains all rights to technical documents provided to the other. The party receiving such documents recognises these rights and shall – without previous written consent of the other party – not make these documents available to any third party, either in whole or in part, nor use them for purposes other than those for which they were handed over.

Prices, packing, shipment

The prices are to be understood as net prices, ex works, according to the INCOTERMS (EXW), excluding turnover tax and packing and are payable in Swiss Francs or where stated in EURO, without any deductions. The conversion into other currencies, i.e. EURO shall only be made by using the HEULE-internal exchange rate (not at today’s rate of exchange). All kinds of taxes, duties, charges, customs duties and other related charges being imposed in connection with the contract are to be the responsibility of the purchaser or reimbursed to HEULE against corresponding proof if HEULE was liable for payment or incurred any cost.

Graduated pricing is only valid relative to the specific product code ordered. Freight costs and packing will be charged separately at our cost price. Shipments will be executed at the cost and risk of the customer.

Terms of payment

Without any other agreement invoices are payable net within 30 days from date of invoice.

Non-compliance with our payment terms will make all our outstanding debts immediately due and we are entitled to charge interests of 4 % above the relevant interest rate of the National Bank of Switzerland.

No interest will be reimbursed for advance payments.

Withholding or deduction of payments due to complaints, disputes or not explicitly acknowledged claims from the customer is not permissible. A balancing with counterdemands of the purchaser is only allowed with a special, written agreement.

Whatever the means of payment used, payment shall not be deemed to have been effected before HEULE’s account has been fully and irrevocably credited..

Over or under shipments

Quantities of special items are delivered within 10 % of ordered quantity (+/- 1 pc. below 10 pcs.). Orders for special tooling that specify “no over or under shipments” are subject to a premium charge.

Cancellation

In case of cancellation of the order a cancellation fee in the total amount of all the costs accumulated up to this point of time is being charged; minimum charge is CHF 100.—.

If a call order is cancelled, the complete reserved stock as well as parts still in production has to be paid for in full by the purchaser. In case that the order is not complete an extra charge as high as the difference between the various graduated prices will be charged.

Delivery time

The acceptance of orders with prescribed delivery deadline is not meant as promise of the delivery time.

The purchaser cannot assert any rights and claims due to delayed deliveries and he is particularly not entitled to rescind the contract. This restriction does not apply in case of unlawful intention or gross negligence on the part of HEULE, it is however valid in case of unlawful intention or gross negligence of ancillary staff.

Retention of title

The product shall remain the property of HEULE until paid for in full to the extent that such retention of title is valid under the applicable law. The purchaser shall at the request of HEULE assist him in taking any measures necessary to protect HEULE’s title to the product in the country concerned.

Guarantee / Liability

HEULE guarantees, from the date of delivery, that its products, under normal use, are free from all material and manufacturing defects for a duration of six month. The purchaser has 8 days, after receipt of goods, to file a claim. If a defect is not recognizable in spite of a proper examination HEULE has to be informed immediately after perceptibility and within the guarantee time of six months by means of an exact description of the defect. Purchasers guarantee claims are limited to free of charge replacement of the faulty parts. Any further liability for direct or indirect harms in connection with the sale and the use of the goods is excluded.

In particular we are not liable for any disadvantages arising as a result of exceeded deadline.

HEULE does not guarantee for the adherence of prescribed dimensions.

HEULE is only liable in case of unlawful intention or gross negligence for claims from the purchaser due to insufficient customer support and the like or for violation of any secondary duties.

The purchaser is in no way entitled to claim any reimbursement for damages which have not arisen from the ordered goods themselves, such as loss of production, loss of application, loss of orders, missed profit as well as other direct or indirect losses. General Conditions of Contract and Supply

The purchaser releases HEULE from all non-contractual claims out of product liability asserted by third-parties. Claims of recourse from the purchaser against HEULE arising from the satisfaction of non-contractual claims of third-parties out of product liability are out of question.

Trade mark rights

The HEULE tool systems are protected by international patents. Any production and distribution may be handled exclusively by HEULE or by representatives authorized by HEULE. According to the directions of the copy-right any illegal use of drawings or production of parts will be prosecuted through civil and criminals laws.

Applicable law

All questions of laws resulting from the relation between purchaser and HEULE are judged by Swiss law.

Legal domicile

Legal domicile for all quarrels between HEULE and the customer is CH-9436 Balgach. However HEULE reserve the right to prosecute the purchaser at his place of residence or place of business in any other competent lawcourt.

SPECIAL TECHNICAL EXPENDITURE:For special executions whose expenditures for engineering and research exceed a normal scope these costs will be quoted and invoiced separately or charged as per outcome.

RETURN POLICY:HEULE has instituted an inventory return policy that will allow standard items ordered in error to be returned for credit. No item may be returned for credit after 90 days from date of invoice.

A list of items the purchaser is requesting to return with a copy of the invoice(s) must be sent to HEULE in advance.

HEULE will approve the items and quantity the purchaser may return and give assent. The purchaser must be in receipt of HEULE’s consent before returning any tooling.

A return request for a large quantity of standard items, which would create an unreasonable inventory, will be negotiated.

No credit will be issued for used cutting blades or tools. No credit will be issued for special manufactured items or items marked with customer numbers.

Items may only be returned through the distributor from which they were purchased. A copy of the original invoice must be enclosed to the items returning to HEULE. No credit note can be issued without the copy of invoice.

Returned items will be put through an inspection process. Items must arrive in like-new condition to receive credit – package carefully to avoid damage in shipment. Items damaged due to shipping or user carelessness will be refused.

DRAWINGS: For each special HEULE tool ordered a drawing may be provided on HEULE paper at no charge, including a parts list showing the composition of the tool. Approval drawings are supplied only with valid purchase order. For approval drawing requests without authentic purchase order a fee of min. CHF 150.— will be charged. In the event HEULE’s documentation cannot be integrated into the end-user’s system, HEULE can prepare the necessary documentation on a cost price basis. The additional costs for such documentation will not be added to the tool price but stated separately. Min. cost CHF 150.—

TRIAL TOOLS: HEULE places trial tools for application trials at the customer’s disposal. You are allowed to return the „trial tool“ for credit after a test period of one month, provided that the tool is still in perfect re-sellable condition. All used cutting blades will be charged for and cannot be returned for credit. Damaged or worn parts cannot be returned for credit. The term of payment of the corresponding invoice has been extended by one month. A copy of the corresponding invoice has to be attached to any return shipment. Tooling required for trials should be clearly marked on the order. HEULE is not obliged to give credit for a return shipment unless the tooling was ordered as trial tools.